trueQ30001384905--12-31 0001384905 2022-01-01 2022-09-30 0001384905 us-gaap:CommonClassAMember 2022-11-02 0001384905 us-gaap:CommonClassBMember 2022-11-02 xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q/A
Amendment No. 1
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission File
Number: 001-36089
 
 
RingCentral, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
 
94-3322844
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
20 Davis Drive
BelmontCalifornia 94002
(Address of principal executive offices)
(650472-4100
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A Common Stock
par value $0.0001
 
RNG
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☐    No  
As of November 2, 2022, there were 85,914,505 shares of Class A Common Stock issued and outstanding and 9,955,674 shares of Class B Common Stock issued and outstanding.
 
 
 

EXPLANATORY NOTE
RingCentral (the “Company”) is filing this Form
10-Q/A
to supplement its Quarterly Report on Form
10-Q
for the quarter ended September 30, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022 (the “Original Filing”). This
10-Q/A
is being filed because we learned from our auditor subsequent to the Original Filing that our auditor had not fully completed their internal quarterly procedures. KPMG LLP subsequently finished their internal quarterly procedures. There were no changes to the Original Filing and this
10-Q/A
includes an update to the Exhibit List and corresponding exhibits. Accordingly, this
10-Q/A
should be read in conjunction with the Original Filing.
 
-1-

PART I — FINANCIAL INFORMATION
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors RingCentral, Inc.:
Results of Review of Interim Financial Information
We have reviewed the condensed consolidated balance sheet of RingCentral, Inc. and subsidiaries (the Company) as of September 30, 2022, the related condensed consolidated statements of operations, comprehensive loss for the three-month and nine-month periods ended September 30, 2022 and 2021, the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2022 and 2021, the related condensed consolidated statements of stockholders’ (deficit) equity for the three-month periods ended September 30, June 30 and March 31, 2022 and 2021, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
/s/ KPMG LLP
San Francisco
,
California
November 13, 2022
 
-2-

Item 6. Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
EXHIBIT
INDEX
 
Exhibit
Number
  
Description
  
Incorporated by
Reference From
Form
  
Incorporated
by Reference
From Exhibit
Number
  
Date Filed
  15.1
   Awareness Letter of KPMG LLP, dated November 13, 2022    Filed herewith      
  31.3
   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.    Filed herewith      
  31.4
   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.    Filed herewith      
101.INS
   XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.    Filed herewith      
101.SCH
   XBRL Taxonomy Extension Schema Document    Filed herewith      
101.CAL
   XBRL Taxonomy Extension Calculation Linkbase Document    Filed herewith      
101.DEF
   XBRL Taxonomy Extension Definition Linkbase Document    Filed herewith      
101.LAB
   XBRL Taxonomy Extension Label Linkbase Document    Filed herewith      
101.PRE
   XBRL Taxonomy Extension Presentation Linkbase Document    Filed herewith      
104
   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).    Filed herewith      
 
-3-

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
RingCentral, Inc.
Date: November 14, 2022    By:   
/s/ Sonalee Parekh
      Sonalee Parekh
      Chief Financial Officer
(Principal Financial Officer)
Date: November 14, 2022    By:   
/s/ Vaibhav Agarwal
      Vaibhav Agarwal
      Chief Accounting Officer
(Principal Accounting Officer)
 
-4-